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Reliance Insurance Company in Liquidation No IN THE COMMONWEALTH COURT OF PENNSYLVANIA : : : IN RE: : Reliance Insurance Company : NO. 1 REL 2001 In Liquidation : : : : REPORT OF THE LIQUIDATOR ON THE STATUS OF THE LIQUIDATION OF RELIANCE INSURANCE COMPANY AS OF JUNE 30, 2017 I. INTRODUCTION Jessica K. Altman, Acting Insurance Commissioner for the Commonwealth of Pennsylvania, in her official capacity as Statutory Liquidator (“Liquidator”) of Reliance Insurance Company (“Reliance or Estate”), through her undersigned counsel, hereby submits this report on the status of the liquidation of Reliance, 1 pursuant to Pa. R.A.P. No. 3784(b), incorporating financial results and claims information through June 30, 2017 (“Report”). II. REPORT A. Financial Statements 1. Special Purpose Statement of Assets and Liabilities Reliance has prepared and attached as Exhibit A, a Special Purpose Statement of Assets and Liabilities showing the financial position of Reliance at June 30, 2017 and December 31, 2016 (“Statement”). The loss and loss expense reserves for class (b) claims shown on the Statement are presented on an estimated settlement value basis for reported claims with a timely filed Proof of Claim (“POC”). Pursuant to this Court’s Order issued on June 10, 2016, Reliance has established loss and loss expense reserves at estimated settlement value by discounting the medical and indemnity portion of workers compensation claims reserves to present value. Due to the inherent complexity of both the loss reserving process and the estimation of settlement value, the actual emergence of losses and the amounts ultimately included in any negotiated settlement with claimants, both insureds and Guaranty Associations (“GAs”), and the Notices of Determination (“NODs”) issued for those settlements may be significantly different than the estimates included in the Statement. Therefore the final liabilities of the Estate will differ from the amounts presented in the Statement. 2 The Statement does not fully reflect the effects of the liquidation upon certain assets and liabilities and does not include an estimate of future liquidation expenses that will be incurred by Reliance, in administering the Estate, and by the GAs. Reliance liquidation expenses are class (a) first priority payments under the Insurance Department Act of 1921, 40 P.S. §221.1 et seq. (“Act”), as are certain GA expenses to the extent permitted by the Act. Both Liquidator and GA expenses will be significant and will be paid before distributions for claims under policies for losses, class (b) priority. The Statement also does not reflect claims by the federal government, including any estimate for potential federal income tax liabilities. Reliance has significant net operating loss carryforwards for tax purposes, which begin to expire in 2020, and may be used to partially offset future net income, thereby reducing tax liabilities. The establishment of the Claims Bar Date of March 31, 2016 (see paragraph D.1), eliminated the need to maintain a provision for future claims filed on or after the Claims Bar Date. Accordingly, Reliance eliminated reserves for incurred but not reported claims (“IBNR”) from the December 31, 2015 Statement. During 2016, Reliance also eliminated case reserves for claims for which a valid POC was not filed before the Claims Bar Date. Reliance has taken the position that the reduction of IBNR reserves and certain case reserves due to the Claims Bar Date qualifies under Internal Revenue Code provisions regarding exclusions from 3 gross income, and therefore is not subject to federal income tax. However, this is subject to IRS review and Reliance has taken other tax positions that may also be subject to IRS review. Thus, actual tax liabilities inclusive of alternative minimum tax and related payments, which are not included in the Statement, may be material. The federal government takes the position that the Claims Bar Date does not apply to its claims. In addition to federal tax claims, there will likely be policy claims by the Department of Labor, the Environmental Protection Agency, the Center for Medicare and Medicaid Services, and other federal agencies.1 There has been no provision for federal claims included in the class (b) liabilities in the Statement. Due to the uncertainties noted above, the ultimate distribution to creditors is unknown at this time. For this reason, third parties should not rely on the financial information contained herein as providing certainty as to the ultimate distribution that will be made from Reliance. The Notes to the Special Purpose Statements, attached as Exhibit D, describe the limitations of the Statement and should be included in any review of Reliance’s financial information. As of June 30, 2017, the Statement shows estimated total assets of $4.4 billion, with the most significant balance, $2.5 billion, relating to early access 1 The Department of Labor has already submitted several claims. 4 advances to GAs. Invested assets total $1.8 billion (see paragraph C.2). Reinsurance receivables and future reinsurance recoverables total $29 million. Total estimated liabilities at June 30, 2017 were $5.6 billion. The largest class of liabilities is class (b) claims which total $5.4 billion on a gross basis and $4.6 billion net, due to $823 million in asset distributions. The $5.4 billion is comprised of GA paid losses of $3.1 billion; reserves for GA losses of $0.8 billion net of deductible and discount; NODs issued by the Estate of $1.3 billion; and $0.2 billion for all other reserves. The $0.2 billion for all other reserves is comprised of estimated reserves for non-GA claims where a NOD has not yet been issued. Of the $823 million in distribution payments, $732 million was distributed to non-GA class (b) claimants and $91 million to GA class (b) claimants, which was converted from early access advances. The second largest class of liabilities is class (e) general creditor claims (including assumed reinsurance claims) which total $0.9 billion, subject to valid offsets. However, the Liquidator has issued thousands of class only NODs at the class (e) level, deferring any determination of amount as it is unlikely that distributions will reach the class (e) level. Therefore, actual class (e) liabilities are undoubtedly higher than the figures reported in the Statement. Attached to this report as Exhibit B is a Special Purpose Statement of Changes in Policyholders’ Surplus for the six months ended June 30, 2017, and for the period from October 3, 2001 to June 30, 2017. The estimated net deficit at 5 June 30, 2017, was $1.2 billion, down from $2.7 billion at the date of liquidation, but is subject to change as noted above. 2. Statement of Cash Receipts and Disbursements and Changes in Short Duration Investments Attached to this report as Exhibit C is a Statement of Cash Receipts and Disbursements and Changes in Short Duration Investments (“Cash Flow Statement”) for the period from January 1, 2017, through June 30, 2017. Short duration investments were approximately $1.8 billion at the beginning and end of the period. Receipts of $29.7 million were primarily comprised of investment income of $23.6 million and reinsurance collections of $4.7 million. For further explanation of reinsurance collections, see paragraph A.7. Cash disbursements for the six months ended June 30, 2017 were $29.1 million including: distributions to class (b) claimants of $4.8 million (see paragraph D.3); operating expenses of $17.5 million; early access advances to GAs of $6.6 million; and allocated loss adjustment expenses (“ALAE”), related to the POC process, of $0.2 million. Additional detail is provided for operating expenses in paragraph B.2. The change in value of investments managed by investment managers was a decrease of $7.4 million for the six months ended June 30, 2017, primarily due to 6 amortization. Overall, short duration investments for the six months ended June 30, 2017 decreased by $6.9 million. 3. Short Duration Investments The investment portfolio is $1.8 billion as of June 30, 2017 and is invested in short duration bond and immunized bond portfolios. The immunized portfolios are designed to minimize exposure to capital losses. An Investment Committee oversees the investment operations at Reliance under approved investment guidelines. The Committee utilizes investment advisors, money managers, valuation consultants and other professionals in its oversight duties. Securities held in the portfolio are regularly monitored as the portfolio is managed in accordance with the guidelines. 4. Investments Held in Segregated Accounts At June 30, 2017, Reliance held $1.9 million in trust for specific obligations to secured creditors relating primarily to losses on assumed reinsurance business. In addition, Reliance held $0.4 million, representing collections under large deductible policies, which are not Estate assets and will be administered and paid to GAs and other claimants in accordance with 40 P.S. §221.23a. At June 30, 2017, Reliance held $16.9 million solely for the benefit of claimants whose class (b) losses are not covered by GAs. This balance consists of 7 funds received from the settlement of the large deductible reimbursement dispute with the GAs, plus accrued interest. 5. Affiliates and Subsidiaries / Non-Liquid Investments Reliance continues to monitor the few remaining assets in this category to determine the best strategy and timing for maximizing value. The primary asset is the Reliance Canadian branch which is currently in a separate liquidation proceeding in Canada and the realization of any value from this asset will likely only be in an extended timeframe. Also included in this category are amounts held in escrow from the 2013 sale of RCGGS, the information technology former indirect subsidiary of Reliance. 6. Premium Balances As of June 30, 2017, Reliance estimates current and future premium and deductible receivables of $5.7 million which include billed amounts and an estimate of $3.7 million for future billings under retrospectively rated policies, where future premium billings will be based on paid losses.
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